Love Fiend
by Frostbiteandsilverwind
Summary: Twitch is a changeling that has been one of the most productive collectors of love, the energy that drives life for changelings. Of course, he gets his energy a little, well, differently than the others. While others get it through being around ponies in love, he gets his through mating! Mass amounts of Clop, just so ya know.
1. Chapter 1: All Your Love is Mine

Twitch nervously sat outside of Angel Heart's door. He went to raise his hoof to the door, but then shrank away and let his nerves get the best of him. He knew she would want to if he asked her. He could feel it in her love; after all, he was a changeling. Maybe that's what made him feel nervous. She didn't know it; he could never let that happen. He had always kept the form of a light gray Pegasus, never showing his true form. He pushed back the butterflies in his stomach as he raised his hoof and knocked on her door. He watched as the door slowly opened and a gorgeous mare stood before him. She had a light pink coat with a flowing white mane and a pair of white fluffy wings. She began to speak in a voice that could melt even the coldest of hearts.

"Hi Twitch. Sorry if I look bad, I didn't have a chance to do any makeup since I didn't know you were coming…"

"No no no, don't worry. You look great. If it's any value to you, I think you look just as beautiful without makeup as you do with it."

She tucked her head back and a blush appeared on her face, "Thank you. Please, come in."

Twitch followed her into her house and sat down in the living room with her on the couch.

"Can I get you anything? Maybe some tea?"

"No, no. It's quite alright. I actually have something very important to ask you."

"Really? What is it?"

"Well… It's kinda hard to say. I feel like if I do you won't like me anymore…"

Angel wrapped her hooves around Twitch and nuzzled into him, "You can tell me anything. I promise it won't change how I feel about you."

"That's just it though; I want it to change how you feel about me." Twitch swallowed, "I want to be more than just friends."

That's when he felt it. He could feel energy flowing from her like a river. He felt her love wrap around him and become part of him; feeding him; exciting him.

"Twitch… I… I've wanted to be more than friends for a long time."

Twitch was about to ask how long she had felt that way when he felt her lips press against his. He was stuck in a moment of bliss, uncertain what to do. He felt her tongue pressing against his mouth and slowly allowed her entry. As her tongue entered his mouth he felt a wave of energy crash over him. He'd never fed on this much at one time before. He pushed his tongue against hers until he had gained dominance over the kiss. He proceeded to explore her mouth until she broke away and gently pushed him onto his back.

She straddled his chest and leaned over, kissing him once more. Their lips parted quickly and she moved her marehood to his mouth. Twitch stared incredulously at the already soaking slit in front of him. He got close and blew hot air on it causing Angel to shudder. He gingerly placed his lips on it and she released a small eep. He dragged his tongue across the slit and her breaths began to quicken until she was near panting. After he felt like he had teased her enough he pushed the entire length of his tongue into her slit. She let out a low moan as he sent tingling sensations up and down her body. He took his hoof and pressed it against her clit, rubbing it in small fast circles. She began to shudder as she felt heat building up between her legs.

"Twitch… I'm gonna…"

Before she could finish she let out a scream as an orgasm rocked her whole body and her wings shot straight out. Twitch happily swallowed her fluids as they entered his mouth. Her taste reminded him of a cool drink after a day of hard work under a hot sun; it tasted sweet and refreshing. She moved her slit from his face and slumped down on top of him, wrapping him in her arms. She looked exhausted, but he wasn't about to let the fun stop there. He slowly moved her hips backwards until her marehood has pressed against the side of his member. He ground against her slit and her eyes slowly widened.

"Twitch… I'm… I'm not sure I'm ready for this…"

"Trust me, you'll like it. Just believe in me."

"Okay. This is my first time though, so be gentle…"

Twitch nodded as she raised her hips up, her marehood begging to be filled. He pointed his member up and watched as she dropped straight onto it. She let out a shriek as it pierced her and buried her head into his chest, tears in her eyes. He quickly wrapped her in his hooves, kissing through her mane in an attempt to comfort her through the pain.

"I know it hurts, it always does the first time. Just try not to move too much and I promise the pain will fade."

Angel nodded and kept her head against him, taking in his warmth. She felt the pain starting to ebb and slowly moved her hips up and down. The pain was quickly replaced by pleasure as she picked up speed. Twitch began to groan as he felt her begin to throw herself down more violently and at a faster pace. Twitch placed his hooves on her flank and pushed her down onto his member which caused her moans to become louder and her panting to increase its speed. She slowed down her bouncing until she came to a complete stop. She started grinding forwards and backwards causing Twitch to throw his head back in ecstasy. He wrapped her in his arms and spun around, placing her gently beneath him. He pulled back and viewed her in all her glory. He buried his head in her stomach causing her to start uncontrollably laughing as he rubbed against it. Her laughing was slowly replaced by moans as he pushed himself into her again.

He gently pushed both legs apart, spreading her wide across the large couch. He pushed his full length into her and pumped slowly. She let out a shriek of pleasure as the full length of member stretched her marehood to its max. He slowly picked up speed as he felt heat begin to build up in his groin. He felt it reach its near-max and prepared himself for what was to come. Not just his climax, but what would happen afterwards. After all, that was the reason he was here. He slammed his full length into her and released his seed deep into her womb. She let out a cry as the hot fluids coursed through her, causing her to release yet another orgasm of her own.

As she lay back on the couch, her energy completely exhausted, Twitch started his process. He sucked the love and her energy directly from its source. He was the only changeling that got its energy through this method. It was harder to feed, but when he did he could be satisfied for months, even years. Most changelings simply absorbed the love from their host form the aura that surrounds them, but that was inefficient and yielded smaller gains of energy. His method was very similar, but he pulled the energy while he was already inside the pony he wanted the love from. He pulled it directly from inside their body. Luckily for him, a mare's marehood was the perfect place to do this. It gave an easy way to enter another pony's body and was much easier that cutting them open and doing it that way.

After he had completed his feeding he left one last kiss on Angel's forehead before he walked out of the house, never to return to her. She would be left heartbroken, but she would eventually move on. They all did. After all, that was the effect of a changeling. They loved, fed, and then moved on. Twitch spread his wings and began his long journey from Manehatten back to his birthplace to return the energy so they could feed the young changelings who were starving.

Twitch flew for many hours before he reached the hive. He deposited his spare energy and then returned to his home. Every week it was the same thing. Mate, deposit, return home. Every damn week. He trotted over to his couch and released his disguise. He looked no different than any other changeling, save the different coloring. While most changelings were a form of teal or turquoise and black, he was black and orange. It had always made him stand out, but he was different after all. He had finally gotten comfortable on his couch when he heard a knock on his door.

"Are you kidding me…?"

Twitch got up and opened the door. He stepped back surprised to see two of the royal guards.

"The Queen wishes to speak to you. Please come with us."

Twitch just nodded, his mouth hanging open in awe. What did the Queen want with him? He followed the guards through the intricate maze that was the Hive until they arrived in the throne room. The guards stepped back and closed the doors leaving Twitch alone with the Queen.

The Queen slowly rose and walked towards him. Twitch bowed in respect, but she raised him to his feet with her magic.

"Your highness…"

"Please, call me Chrysalis."

"But… You're a Queen… I have to show my respect…"

"And you have single-hoofedly fed seventy percent of this Hive. So allow me to show you some respect."

Twitch nodded slowly, "Okay… Chrysalis… What did you call me in for?"

"I wanted to thank you for your services. What you did is beyond impressive and it has gained my attention."

"Well, thank you for your commendations."

"Also, I have a task for you."

"What is it?"

"Before I tell you, there is something I need to do."

"What's that?"

Chrysalis walked to him and placed the tip of her horn on his flank. He felt a burning sensation as she poured magical energy into him. When she stepped back, there was a mark of a green coat of arms on his flank.

"That symbol is something that I only give to my highest ranking subjects. Congratulations, as of this day you are now Sir Twitch, Knight of the Hive."

"Wait so I'm a Knight?"

"That's correct. Also, I have your first assignment."

"What is it Chrysalis?"

"There's a town we found that has an abnormally high amount of energy. I believe this town is currently in heat and the number of stallions is very… well… limited."

"What town? I will bring back enough energy to last us a lifetime!"

"Such enthusiasm… I may have to try you out myself sometime…"

Twitch ducked his head down, a blush on his face.

"The town's name is Ponyville. Your first task as a Knight of the Hive is to go there and retrieve as much energy as possible. And remember, the better your relationship with them, the more energy you'll get from them when you mate with them."

"I understand."

"Then you shall leave tomorrow, the best of luck to you."

Twitch nodded and departed. He returned to his home and laid down on the couch. This would be his last day at the hive for some time. If there was really as much energy as she acted like there was… He could be there for months. Twitch began to drool as pictures began to fill his head. He imagined pictures of mares lining the streets, all dripping and flaunting their plots. His dreams slowly overtook him as he fell asleep to the images of endless mating playing in his head.

**I couldn't think of a good title, so if you feel you have one more suiting feel free to leave it in a review or PM me it so I can try and get a more attractive title.**


	2. Chapter 2: And so it Begins

***Important Notice***

**Since Twitch is a changeling he can take on both genders. If he is in a male form I will refer to Twitch as a him or by his alias. If he is in a female form, I will refer to Twitch as she or by her alias. Just so nopony gets confused.**

**Oh, and guess what! New Story Picture! I'm pretty pumped myself. If you like it, please leave a small note saying so. If not, then leave a better idea. Anyways, on with the story *cough* clop *cough* !**

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"Oh yes, harder! I want more Twitch! Twitch! TWITCH!"

Twitch eyes shot open as he was ripped from his dreams by a shouting Chrysalis.

"Finally you're awake. You're a really heavy sleeper. I must have said your name ten times before you actually woke up."

"Why would you wake me up form such a great dream..?"

"You need to begin on your way to Ponyville if you plan to make it there by nightfall."

"It's that far away?"

"Yes it is. Now please follow me, I have some things I wish to give you to make your stay there easier."

Twitch nodded and began to follow her through the Hive tunnels. He couldn't help but notice how toned her flank was as he walked behind her. He followed with his eyes as it swayed from side to side. Slowly his eyes moved a bit lower until he could easily see her moist…

"Enjoying the view are we?"

Twitch took his focus off her flank and saw that she had been watching him the whole time. Chrysalis just laughed and bounced her flank causing Twitch to look down with a huge blush on his face.

"There's no need to be embarrassed. I've caught plenty of my subjects staring before, but none of them were nearly as good looking as you…"

Twitch looked up with a confused look on his face, "What do you mean?"

"I'll tell you what, you do this mission well and I'll reward you with a… Special reward. If you catch my drift."

"Oh… Yeah I do, and I accept! Now what do I need to make this mission go easily."

"Well, if you had stopped staring at my flank you would have noticed were in the storage rooms."

"Oh… Well I see that now…"

"Good, now on the wall in front of you are ten profiles. You can select to become any of these ponies, but you have to go with their story. Also there is a bag with bits on the counter, all of that is yours to use freely."

"Wow, thank you. I'm going to start reading the profiles."

"Of course, and good luck my Knight."

With that Chrysalis left leaving Twitch to his work.

"Let's see… Well three of these are mares. I guess that means some of them must be filly foolers… I'll start with the mare form and see if I can find out who likes what gender and then work from there. Now… Unicorn, Earth Pony, or Pegasus…"

Twitch pondered on the thought for a while.

"Well, Earth pony means more stamina so I could mate more in one day, but Pegasus can reach anywhere… I guess the Unicorn could also use magic to please others as well… Decisions decisions… I think I'll start with Pegasus."

Twitch swiped the profile off the counter and tied the sack of bits around his waist. He trotted to the nearest window and jumped out. He quickly spread his wings and took off, reading the profile on his way to Ponyville.

"Alright so let's see here… My name's Lone Star. Intersting… So what do I do?"

Twitch flipped through the portfolio until he came across a page that listed abilities and talents.

"Alright so I'm a flyer, sounds simple enough. I am currently training to become the fastest flyer in Equestria and I've been training for five years. Well this is easy enough…"

Twitch flipped to the job section.

"I was recently re-assigned to help manage the weather around Ponyville, alright got it. This should be a piece of cake! Ahh I hope they have cake there, I love cake… Now what does this mare look like…"

He flipped back to the front cover and got a good look at the picture of the mare. She had a deep, silky black coat and a long silver mane and tail. She had a cutie mark of a shooting star and had light purple eyes. In his opinion she looked pretty cute.

Twitch slipped the profile into the same bag he had the bits in and tied it on tightly. He focused on the image of the mare in his head and began to force magic through his veins. His body was surrounded by an orange aura and then flashed, leaving in its place an exact replication of Lone Star.

"Damn this feels good; I'd forgotten how it feels to be a mare since it's been so long."

She flapped the wings and smiled as she realized how big they were. She caught a huge amount of air in the pocket of her wings and thrusted herself forwards, easily tripling her previous speed. She ran her hooves through her mane and against her coat, taking in the feeling of the silky smoothness and lightness of the new body. She carefully placed one of her hooves on her nether regions, carefully rubbing it. Her face turned bright red as a familiar tingle swept her body. She quickly pulled her hoof back and began moving as fast as she could to Ponyville, beyond eager to test out her new body.

After almost ten hours of flying Lone Star finally reached Ponyville. She landed in the center of the town, utterly exhausted. She took a quick look at her surroundings. It was nothing fancy. Just your run of the mill average town. She turned to go elsewhere in the town when she found herself inches away from a pink pony with a smile that could make even the most depressed of ponies cheery once more.

"Hi my names Pinkie Pie what's your name are you near here you must be new here because I know everypony and since I don't know you that must mean your new and if your new that means I need to throw you a party which means I need to go get prepared bye!"

With that the Pinkie Pie shot off leaving a pink blur behind her. Lone Star just sat there, one of her eyes twitching, totally confused as to what had just happened. She just shook her head and continued on her way through the town to try and see what it was like.

In her opinion, the town really was nothing special. It had a town hall, library, food shops, a boutique, and some homes. Just an ordinary town.

"Why did she say the energy concentration here was so high… I don't feel anything unusual. Maybe it's just because everyponies working because it's mid-day…"

Lone Star decided that the best thing to do would be to try and find the Pegasus who is already working in Ponyville. She spread her wings and shot up into the clouds. After flying above the clouds for a while she spotted a rainbow blur on one of the clouds. She flew closer slowly, trying to get a better look at the pony without the pony noticing her getting progressively closer. She got close enough where she could here small moans coming from the rainbow mare. Lone Star figured she must be clopping and thought that it might be best to return at a better time. But as usual curiosity got the better of her and she landed about ten feet behind the rainbow mare.

She sheepish greeted the rainbow mare, "Um… Hi…"

The mare shot around, her face bring red, "Oh… Um… Hi, I'm Rainbow Dash."

"Lone Star."

"So… about what you just saw…"

"Don't worry about it. From what I understand you're in heat correct?"

"Well, yeah… It's almost mating season after all."

Lone Star pointed to the puddle behind Rainbow, "So… Would you maybe like some… Help… With your little problem?"

"Well… I'm not sure…"

"Cmon, it'll be fun! Besides, nopony has to know."

"I don't know… I mean, you just got here and…"

Before Rainbow could finish Lone Star pressed her lips against hers and had wrapped her wings around Rainbow. Rainbow slowly laid lack Star and straddled her legs around her waist. Star pushed her tongue against Rainbows mouth until she allowed Star to explore her mouth. Rainbow let her twirl around in her mouth, enjoying the sweet taste of lust and saliva. Rainbow began grinding her marehood against Star's stomach, slowly dampening her coat with her fluids. Rainbow slipped one of her hooves inbetween Star's legs and began rubbing her clit. Star pushed her tongue as deep into Rainbow's mouth as she could and grabbed Rainbow's flank, grinding it against herself even harder until Rainbow began to let out small, fast pants.

Star felt pressure building up inbetween her legs as she neared her climax. She let out a muffled cry as her fluids sprayed across the cloud. Her fluids soaked into the cloud and made it turn a slightly darker shade of gray. Rainbow on the other hand, continued to grind against Star, not even near her climax. Star had to admit, the mare had stamina, but that wasn't going to stop Star. Star pushed against Rainbow's lips hard, taking the mare by surprise. Star lifted her flank and pushed her backwards, tossing Rainbow onto her back. Star wrapped each of Rainbow's legs under and arm and took a more dominant pose over Rainbow. Rainbow looked up at her, a small grin on her face.

Star wasted no time in getting into it. She put her mouth right against Rainbow's marehood and inserted the maximum length of her tongue. Rainbow wasn't expecting it to be so quick and let out a small cry. It soon was reduced to a whimper as Star twirled her tongue in and out of Rainbow, tickling her insides and racking Rainbow's body with waves of pleasure. Rainbow felt heat building up in her marehood as Star continued her attack on Rainbow. Star moved her face away and rubbed Rainbow's slit with her hoof in quick, small circles. Rainbow let out a shriek of pleasure as she climaxed, spraying her fluids into the air and all across the cloud. Rainbow and Star both laid down, absolutely exhausted.

"That… Was fun…" Rainbow muttered, barely being able to speak between breaths.

"Yeah, it was."

"You know, it's getting dark. If you don't have somewhere to stay the night you can come stay with me."

"No, it's okay. I like lying out under the stars."

"Well, would you mind if I joined you then?"

"No, not at all."

Rainbow scooted over next to Star and laid back next to her, staring up at the sunset the shone across the sky. The pinks and purples of the magnificent sunset reflected off Star's mane, giving it a shimmering, mystical appearance. Rainbow couldn't help but notice how pretty Star looked, not to mention how toned she was…

"You like the view?"

Rainbow snapped out of her trance and realized that she had seen her staring at Star. Rainbow's face turned slightly red, but Star just giggled and moved closer to her. Star wrapped her forehooved around Rainbow and pulled her tight so that their chests were pressed against eachother. The two wrapped around eachother until they were like one rainbow and black ball. Star gave Rainbow one more quick kiss before she prepared for sleep.

"Star."

Star nuzzled into Rainbow's neck, "Yeah Rainbow?"

"We're friends right? I mean, I'm not really a filly fooler… I just sorta got… carried away…"

"Don't worry about it; I'm not a filly fooler either. Your secret's safe with me."

"Ok good, but you didn't answer my first question."

"Yes Rainbow, of course we're friends."

Rainbow nodded and a small smile grew on her face. Star held her close as she began to fall asleep. The day had been an overall success. She had made a connection to the town and could now learn all about its civilians. It was a bit sad that she couldn't take any of Rainbow's love though. For some reason a mare to mare bond never worked with her abilities. It wasn't of huge concern though, she had still had fun. Plus, how often does a pony get to taste a rainbow? Almost never. A small smile grew on Star's face as she drifted off to sleep in the arms of her newly found friends, Rainbow Dash, the hottest rainbow in Equestria.

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**Like it? It's my first attempt at Mare X Mare and I thought I did pretty good. Next chapter we go after Pinkie Pie... I'm going to have fun with that one XD**


	3. Chapter 3: Pinkie's Pie

**Guess what? Chicken Butt! No but really, it's getting hard to write with Twitch as a female. I must have used the word "she" eleventy seven times in the chapter (yes that's a real number (I think...)) - inception. Anyways, I would like to announce that Twitch shall soon be male again! (Fluttershy: "yay"). So, without further ado, Chapter 3!**

Star slowly woke up to find herself still wrapped in Rainbow's arms. She ran her hooves through Rainbow's mane causing the mare to wake. Star playfully nipped Rainbow's neck.

"Morning Rainbow."

Rainbow grinned, "Somepony's anxious."

Star giggled, "Maybe a little."

"Well as much as I'd like to play around again we have to do our jobs."

"Okay. Once we clear the sky would you mind showing me around town? I just got here yesterday after all."

"Of course! I'll show you around town and introduce you to my friends."

"Ok, sounds good to me."

The two pegasi shot off from their cloud to begin their work. Rainbow cleared a few clouds before she looked over to see how Star was doing. She was shocked to see how fast Star was moving. Once Star got closer Rainbow realized how big Star's wings were. They were at least two feet wider than an average pegasi's wings.

"That's how she goes so fast…" Rainbow muttered to herself. In any other situation Rainbow would have challenged her to a race, but she was having second guesses about it this time. Rainbow just shook the idea out of her head and returned to the task at hand. After three to four hours of work they had completed their job. It was around 11 AM and they had a good portion of the day left to meet everypony.

"Okay Star, you ready to meet my friends?"

"Yeah, I can't wait!"

"Okay, follow me!"

Rainbow shot off towards Sweet Apple Acres and Star followed close behind. In a few minutes they reached the farm. Rainbow began scanning over the trees in an attempt to find her friend. She quickly found the orange pony and motioned for Star to follow her. Rainbow landed by her friend and Star landed by them as well.

"Applejack, I want you to meet my new friend Lone Star."

"You can call me Star if you'd like."

"Well it's a pleasure ta make yer acquaintance Star."

Applejack grabbed Star's hoof and shook it up and down, vibrating Star's whole body.

"So Applejack, what do you do?"

"Well I buck apples on ma farm."

"Buck apples?"

"Yeah, we harvest apples."

"Wow, you must have your work cut out for you."

"We sure do, so whada yall do?"

"Well… I'm a Pegasus so I just manage the weather."

"Well that can't be all. Ah mean yer cutie marks a shootin star."

"Well…"

"Don't worry, were not gonna judge ya."

Rainbow Dash chimed in, "Yeah cmon tell us! I've been wondering ever since I met you!"

"Okay fine. It stands for being extremely fast. When I was a filly I wanted to see how fast I could go, so I flew up as high as I could. I got so high that I started to run out of oxygen and had to turn back. I started going so fast on the way down that I started to glow from all the heat friction. Everypony in the town thought it was a shooting star and that's when I got my cutie mark."

Rainbow Dash was stunned, "You're that fast?"

"I guess so…"

"That's… AMAZING! We should race sometime!"

"Okay, but not right now. I still want to meet the rest of your friends."

"Oh that's right! I totally forgot. Cya Applejack, I have to go show Star around the rest of the town."

"Alright, have fun you two."

Star and Rainbow left Sweet Apple Acres and began on the way back to town.

"So Star…"

"What's up?"

"Are you a filly fooler or are you normal?"

"Well… I guess I swing both ways."

"Ah, so you're like Pinkie Pie."

"Wait… is she the hyperactive pink one?"

"Yeah. I take it you've already met her?"

"Sort of… She ran up and talked faster than I can fly and then left…"

"Sounds like her. If you've already met her then we'll go there last."

"Okay. So who are we going to see next?"

"I'm going to introduce you to Rarity."

"Okay, anything I should know about her?"

"Well she's a fashion designer."

"Oh, that sounds interesting."

"Yeah, she made my friends and I really beautiful dresses for the Gala when we went."

"I've always dreamed of going to that! Was it fun?"

"Well… It was interesting to say the least…"

"Alright. Is that her house?"

Star was staring out a large, decorated building.

"Yeah that's Carousel Botique. Follow me."

Star followed Rainbow Dash into the building. Everywhere Star looked there were materials for creating clothes. Rainbow led Star into a room where a purple mare and a small dragon were talking to a white mare.

"Rarity you're being ridiculous."

"You don't understand Twilight. This is the worst. Possible. Thing. Ever!"

"Like is said, you being ridiculous."

"Twilight, Rarity, I want you two to meet somepony."

Rarity and Twilight turned around to see Rainbow Dash standing with Star.

"Hi. My name's Star. I'm new here."

"Well hello there, my name's Rarity. I own this Botique."

"My name's Twilight Sparkle, but you can call me Twilight. I own the library."

"It's nice to meet you. Who's the little dragon?"

"That's my assistant Spike. Spike, say hello."

Spike just sat there totally awestruck by Star.

"Spike. Spike! SPIKE!"

Twilight bopped Spike on the back of the head.

"Huh… Oh sorry, my name's Spike."

"Mines Star, it's a pleasure to meet you."

Rarity spoke up, "Sorry to send you out so soon, but I must leave to go attend to some business and I can't have all of you staying in the shop. I'll have to talk to you more later Star."

"That's okay, I understand."

"Yeah, Spike and I have to get going as well. Whenever you get the chance feel free to stop by my library ok?"

"Alright, will do Twilight. Bye everypony."

"Goodbye."

"Cya."

With that Rainbow Dash began to take Star to Fluttershy's house. Star's stomach began to rumble and Rainbow decided that maybe it would be best if they went to Pinki Pie's place first instead.

"So this is where she lives?"

"Yep, she lives on the second floor since their shop is on the first."

"Well I'm starving! Let's go get some food!"

"Let's go!"

The two mares happily trotted into Sugarcube Corner. As soon as they entered the lights flicked on and all of Ponyville was waiting inside.

"Wha… What?"

Pinkie Pie jumped over to Star, "It's a party silly."

"For what?"

"For you! Everypony that comes here gets a party!"

"Oh… So is that your talent?"

"Yep! See! Look at my cutie mark!"

"Hey, I'm going to go talk to Twilight for a bit."

"Okie Dokie!"

Star stepped away from the strange pony and began searching for Twilight. After several minutes of fruitless efforts she finally found her.

"Hi Twilight."

"Oh hi Star. Enjoying the party?"

"Not really… I was never much of the party type."

"I was the same way when I got here, you'll get used to them, trust me."

"Well I'm not going to be here all that long anyways so I don't think that'll be too much of a problem."

"Why aren't you staying?"

"Well I was only assigned here temporarily. My group is going to be cycling in and out of the town as time goes by."

"Your group?"

"Yeah, there's ten of us in our group. We take turns going out to towns and helping around."

"Oh, well that's nice of you. So do you have a place to stay then?"

"No, we usually just sleep outside whenever we go to a new town."

"Really? That's horrible."

"It's really not that bad."

"Nonsense, you're coming to stay with me."

"I don't know…"

"Trust me, you'll enjoy it. Plus Spike would be pretty excited."

"Why would he be excited?"

"Well he had a crush on you from the moment he saw you. We don't often get many mares as pretty as yourself."

Star blushed a little, "Thanks Twilight, but I'm not sure if I can accept your offer. I feel like I would be mooching."

"No, not at all. Your helping out Rainbow Dash so I consider that as payment."

"Okay, then I'll accept your offer!"

"Awesome! I'll meet up with you at the end of the party so I can show you where I live."

"Alright, sounds good."

Star began to walk away from Twilight when she felt somepony tugging on her mane. She turned around to see Pinkie Pie motioning for her to follow. Star followed her and Pinkie Pie led her upstairs. When they reached the top, Pinkie Pie pulled Star into her room and locked the door.

"Pinkie what are you doing?"

"I heard about what you did with Rainbow."

Star's face turned bright red, "And…"

"I want some too."

"I don't know… I'm not sure if…"

Before she could finish Pinkie had already pushed her lips against Star's. Star pushed Pinkie back and stared at her.

"Why do you want this so badly?"

"Because… I heard that you said you swing both ways from Rainbow and I thought that maybe you'd be like me…"

Star couldn't stand seeing Pinkie look so down, plus her love tasted… sweeter than other ones she had tasted before.

"Okay Pinkie… Maybe we can do a little bit of…"

Before she could finish Pinkie put a hoof to her mouth and glared at her.

"My Pinkie senses are tingling, and my Pinkie sense is never wrong. You're hiding something."

Star tried to think of the easiest way to get herself out of the situation she was in. She couldn't have her cover blown, not this soon.

"You mean this?"

Star spread her legs, revealing her marehood to Pinkie.

Pinkie tried to ignore it and continue with her investigation, but it was just too much. Lust got the better of her and she began to stroke Star's marehood. Star laid back, a grin forming on her face. Pinkie continued to rub harder and harder until she inserted the corner of her hoof into Star. Star let out a moan as Pinkie pushed the part of the hoof deeper and deeper into Star. Pinkie playfully pushed more of her hoof into Star until she told Pinkie to stop. Pinkie crawled up onto Star and spun around. Pinkie quickly pushed her rump into Star's face, giving her full access to her marehood. Star gladly shoved her tongue into Pinkie causing the pink mare to shiver.

After Pinkie was fairly sure Star was comfortable she shoved her entire hoof into Star's marehood. Star's cry was muffled by the fold of Pinkie's marehood as she pushed it against Star's mouth. A thin trickle of blood came from Star's marehood as Pinkie slowly moved her hoof forwards and backwards. Tears streamed down Star's face as she felt herself being stretched apart by Pinkie. After a while the pain slowly subsided and a strong sense of pleasure replaced it. Star's moans of pain turned to moans of pleasure as she became more and more comfortable with the object in her marehood.

Star felt pressure beginning to build up inbetween her legs as Pinkie pushed deeper and deeper into her. Star did her best to hold in a cry as she climaxed, soaking pinkies hoof and a good portion of the floor in her juices. Star laid back exhausted, yet also slightly refreshed by the intake of love from the pink mare. Pinkie Pie pulled off of her and helped Star to her feet.

Pinkie Pie spoke first, "Well that was fun!"

"But you didn't even get to…"

Pinkie Pie cut her off, "I usually don't. I'm too used to it. Oh! Twilight said you had a group of ponies right!? If any of them are stallions be sure to send them may way ok?"

"Okay Pinkie, I'll do that."

"Okie Dokie Lokie, now let's get you to Twilight so you can go get some rest."

Star followed Pinkie downstairs to meet Twilight. Twilight led Star outside and they began their walk to Twilight's house.

"Wait, so you live in the library?"

"Yep! Just me and my assistant Spike."

"The little dragon guy? I think it's adorable that he has a crush on me."

"Be careful, he tends to get a bit obsessed about mares he really likes."

"I will be, don't worry."

Twilight led Star inside the library and began setting up a couch bed for her.

"You don't need to do that Twilight."

"Nonsense, you're my guest. I'm going to make it as comfortable as possible for you."

"Well… If I could I was wondering if I could sleep out on the balcony."

"Are you sure? The nights get pretty cold."

"Yeah, I'm sure. I like to be able to look up at the stars."

"Well… If you really want to I guess you can."

"Thank you."

"Just let me go get you some blankets and a pillow."

"That'd be wonderful."

Twilight returned with two blankets and a pillow. She laid down the first blanket on the balcony so Star wouldn't have to lay against the wood. She then placed the pillow and laid the other blanket so Star could lay back and look at the stars.

"Thank you so much Twilight!"

"Really, it's nothing."

"If you say so… So I'll see you in the morning?"

"Of course."

"Okay, goodnight Twilight."

"Goodnight Star."

With that Twilight left Star to her rest. Twilight quickly went to sleep, not noticing the fact that her assistant wasn't in his bed. Star laid back and stared up into the night sky. She felt her tiredness finally take control of her as her eyes were slowly forced shut and she fell asleep.

**I personally that went pretty well. Pinkie Pie is a nightmare to write for... I though I did ok though. Sorry for the delay (if you count two days as a delay), I had homework (just so you know, calculus blows). Hopefully Chapter 4 will be completed soon, but it depends on how much schoolwork I have. Until next time! Brohoof /)**


	4. Chapter 4: What Goes Bump in the Night

Star woke in the middle of the night. She had felt a strange feeling of warmth and been woken up. She lazily looked down to her chest to see that Spike had curled up into her stomach and was fast asleep. Star considered her options. One, she could get up and go back to the hive, all the while not trying to wake Spike. Two, she could just let him stay there and then leave in the morning, or Three, she could take his love and bring it back to the hive. Star decided on option three and nudged Spike. He slowly awoke.

"Huh… What's going on?"

"You feel asleep on me."

His faced turned crimson red, "Oh… I uh… I didn't mean to…"

Star put a hoof to his mouth to silence him, "It's all right. I don't mind."

Star removed her hoof from his face, allowing him to speak once more.

"You don't mind?"

"No, not at all. I mean, I have to leave in an hour or so anyways so I might as well let you be happy."

"Wait! You're leaving?!"

"Yeah, I have to. Not my choice."

"But… I… you just got here…"

"I know, and I'm sorry."

Spike looked down at the ground dejectedly.

"But you know Spike; I could make it up to you."

Spike looked up, "What do you mean…"

He stopped mid-sentence when he saw that Star had gotten down on her front hooves and raised her backside in the air, giving Spike a clear view of her marehood.

"Cmon Spike, I want to make it up to you. Besides, we both know you want this."

Spike felt his natural instincts as a dragon begin to rise up, but caution pushed them back down.

"What if Twilight walks out here?"

"Spike, it's one in the morning. Nopony's awake."

"But still…"

Star wiggled her flank back and forth which caused Spike's instincts to throw caution into the wind. He felt his member become fully erect as watched the mare tease him. Star lowered her backside as Spike approached so that it would be easier for Spike to hold her. Spike grabbed her flank in his hands, digging his claws into her sides. It wasn't hard enough to draw blood, but it was enough to excite Star. Spike was unsure of what to do, after all, Twilight had never been willing to teach him anything about this.

"I don't know what to do…"

"Just push it into my marehood."

Spike nodded and pushed himself into her. She let out a gasp as his throbbing member moved deeper into her. Spike pushed himself in and out and began to create a rhythm. As the pleasure became more intense Star pushed her body back as Spike pushed forwards, creating a slapping sound as Spike's hips collided with her backside. Star felt heat building up in Spike's member and she pushed him onto his back.

Star put her hoof on Spike's chest, refusing to let him move.

"Why are you doing this…?"

"I can't have you climax yet, I haven't gotten to have all my fun yet."

Spike tried to come up with a response, but Star had already pushed her marehood in his face. At this point Spike's mind went completely numb from overload of what was happening. He let instinct take over as his mind tried to finish processing what had happened in the last five minutes. Spike dragged the tip of his tongue across Star's slit, eliciting a moan from her. He stuck his entire tongue into her and began to twirl it around. Since he was a dragon his tongue was more snake-like. It was longer and thinner than most ponies and this made it the perfect tool for fooling with a mare. Star squirmed as she felt her insides being tickled and pleasured at the same time. It was like nothing she had ever felt before. She couldn't tell if she enjoyed it or not, it was just such an odd feeling. Star decided that she must like it as she felt an orgasm building up. She covered her mouth with her hood and let out a muffled cry as an orgasm shook her body. She pulled herself off of Spike and laid on her back, allowing Spike to have full access to her body.

Spike grabbed on to Star's flank and aligned himself with her when Star stopped him.

"Go lower."

Spike gave her a look of confusion until he realized what she meant. A blush crossed his face.

"Are you sure? Isn't that a little…"

"Spike, when a mare tells you to do it you just do it. Got it?"

"If it's what you really want I guess…"

Spike moved his member lower and pressed it against the outside of her asshole. Her body shook from pleasure as he pushed himself into her. Spike was surprised at how much tighter it was. He pushed his full length in and Star let out a small eep. He pulled back and pushed in again. Once he got a feel for it he began to build up a rhythm once again. Star held a hoof to her mouth to muffle her moans as the pleasure grew too great to keep silent. Star felt Spike's member beginning to build heat and started pushing against his push, forcing his member into her as deep as it could. Spike pushed himself as deep as he could as he released his seed into her. Star let out a low moan as she felt the warmth of the fluid begin to seep through her body.

That's when she began her process. She began drawing the energy and love out of Spike as he laid on top of her. Once she felt she had taken enough energy she leaned over and whispered into Spike's ear.

"I need you to do me a favor."

Spike groggily replied, "What is it?"

"Tell Twilight that I needed to go back and meet with my group, so I left in the middle of the night. Make sure you don't tell her what happened between us. Also, ask her if when another member of my group comes by if she could let them stay here for a while."

"Okay. When she gets up I'll tell her."

"Thanks Spike. I can see why Twilight calls you her number one assistant now."

Spike blushed at the comment and looked down, "Well…"

Star interrupted him, "Have you ever done this before?"

"No, this was my first time."

"Really? That's interesting…"

"What do you mean?"

"I'm just surprised you've never tried anything Twilight. She's an awfully cute mare…"

"I'd never do that! She's like a mom to me! It'd just be… weird…"

"Interesting… Well I should probably be going."

"Do you have to leave right now?"

"Yes Spike, my teams waiting for me."

"Alright… I guess this is goodbye then…"

"For now. Who knows, maybe I'll be back someday."

Star gave Spike a kiss on the forehead, "Goodbye Spike."

With that Star took off and began her journey back to the hive. At least she had some energy to return with. It would have been bad to return empty handed.

Once Star was out of range of the town, she discarded her disguise and returned to being a changeling.

"Much better."

Twitch flew as fast as he could back to the hive. The moment he got there he deposited his energy and returned to his home. He flung himself on to his bed and rolled around, just happy to be home in general. He knew he wouldn't be home for long, so he figured that he'd better enjoy it in the meantime.

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Meanwhile in Ponyville:

"What do you mean she left?"

"I told you Twilight, she had to return to her team because they needed her help."

"But I still don't understand why she didn't just tell me."

"She said she didn't want to wake you up. I was already awake so she just told me to tell you."

"But why didn't she just tell me she was going to have to leave last night? She could have just told me earlier and I could have said goodbye!"

"Maybe she didn't know either. Either way she said she might be coming back at some point."

"I hope so. I never really got to know her that well…"

"Well she said that one of her friends may be assigned here soon. She also wanted to know if her friend could stay here when they arrived."

"Well… I guess… It depends on what they're like."

"Well if it's her friend they must be pretty great!"

"I guess you right. She seemed to be pretty nice so I would assume her friends are probably the same."

"See Twilight, you just need to lighten up."

"I should probably go tell the others."

"Twilight, it's four in the morning. You're the only pony awake in the whole town."

"I guess you're right Spike."

Twilight sat down and began reading through some of her spell books to try and burn time. Spike just rolled his eyes and went back to his bed so that he could get some sleep after his amazing night.

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Twitch heard a knock at his door. He slid off his bed and opened the door.

"Back so soon?"

A smirk grew on Twitch's face, "Good to see you too Chrysalis."

"Did you learn anything while you were there?"

"Yeah, I learned that it'd be better to come back as a stallion since most of them aren't into mares."

"So you came back for a new profile?"

"Sort of. I wanted to create my own profile."

"What? Did you not find the ones I gave you satisfactory?"

"Well, it's not that. I just wanted to be able to use my own name instead of all these made up ones."

"Do you have any idea how unsafe that is for your cover?"

"It's not that unsafe… Nopony in that town would have ever heard my name before."

"I still think it's a bad idea."

"Trust me, it'll be fine."

"If you really want to then I guess there's no stopping you."

"Alright. I'll be on my way then."

"Wait, before you go I have something important to tell you."

"What is it?"

"You may find that some mares may be missing from the town for a dew days."

"Why?"

"Have you heard about the wedding in Canterlot?"

"No, why?"

"Well, Princess Cadence and Shining Armor are to be married fairly soon at Canterlot. I have devised a plan that will allow me to consume enough love to overthrow Celestia and Luna."

"Well, best of luck to you."

"Same to you. And Twitch."

"Yeah?"

"Please be careful."

"Same to you Chrysalis."

Twitch left for Ponyville with one goal in his mind, to not leave one mare in that town a virgin.


	5. Chapter 5: A New Beginning

**I don't own MLP or Hasbro or any of that, but this chapter contains some content from the show. I didn't steal it, I just need some parts to be exactly like the actual show's plot. Anyways, enjoy the chapter.**

It was well into the night when Spike heard a knock at the door. Spike groggily dragged himself downstairs to the door. He rubbed his eyes and slowly pulled the door open. It was hard to see the figure in the dark, but it had a masculine voice.

"You must be Spike."

"Wha- How do you know that?"

"Star told me. She said you were quite the gentleman. May I come in?"

"Uh, yeah of course. Make yourself at home. Well, not literally because if you keep your house a mess and Twilight comes back and finds out you made the library a mess she'll probably flip."

The stallion stepped into the house, but his cloak still concealed his appearance.

The stranger let out a short chuckle, "I would imagine she would. So Twilight's not here? Where is the little bookworm?"

"She's off at some wedding. Her brother's getting married to Celestia's niece. What brings you here Mr.…?"

"Oh of course, how rude of me. My name's Twitch."

"What brings you here Twitch?"

"Well I was meaning to ask Twilight if I could temporarily live here while I'm helping out around town, but now that I know she's not here I guess I should go look for somewhere else to stay."

"You can stay here."

"No, no. I wouldn't feel right staying here without Twilight's permission."

"You don't need it. She left me in charge which means I can make the decision."

"Well then would you mind if I spent my time here?"

"Of course not! Actually, it'd be really nice."

"Why's that? Don't you enjoy living with Twilight?"

"I do, it's just-"

"She's too wrapped up in her studies?"

"No, it's not that at all. I just spend so much time around her and her friends that I never spend any time with ponies my gender."

"What about those two colts Star told me about? What were their names…"

"Snips and Snails?"

"Yeah those two. Don't you hang out with them at all? They're around your age aren't they?"

Spike sighed, "Not really. Twilight's made me read so much that I just know a lot more than them. It's really awkward to try and talk to them since we don't have anything in common. Plus there's the fact that I'm a dragon and they're ponies."

"So? Isn't being a dragon a good conversation starter?"

"What do you mean?"

"Couldn't you just walk up and be like, 'Hey, I'm Spike. I'm just the only dragon in Ponyville, not a big deal or anything.'"

"Huh, I never looked at it like that."

"I guess you hadn't. So what've you got for fun around here?"

"Fun? It's almost midnight, aren't you even a bit tired?"

"Well now that you mention it…"

"Follow me; you can sleep in Twilight's room while she's gone."

"Are you sure she won't-"

"She won't care; trust me."

"If you say so…"

"Follow me, I'll show you where it is."

"Alright."

Twitch followed Spike into Twilight's room. Twitch removed his cloak and quickly slipped under the covers of the bed. Spike climbed into his bed and in a matter of minutes the two were asleep.

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"You'll never get away with this!"

"Ah but I will."

"Shining Armor will stop you!"

"Oh he will, will he? Shining, could you come here for a second?"

Cadence watched in horror as Shining Armor walked in.

"Yes?"

"Cadence here says that you're going to stop me. Is that true?"

"No Chrysalis."

Cadence became enraged, "What did you do to my husband!"

"Oh nothing much. A little magic here, some brainwashing there, and bam good as new."

"How could you!"

"I don't have to explain myself to the likes of you. I'm a queen and you're just a princess who's useless without her lover. Now, if you'll excuse me I have wedding preparations to attend to."

Chrysalis morphed into Cadence and surrounded the real Cadence with her magic. Chrysalis used her magic to teleport Cadence into an underground crystal room where she would not be able to escape. Chrysalis walked back downstairs with a brainwashed Shining Armor while Cadence broke into tears in her crystal prison. Chrysalis grinned as she approached the room for the wedding. It was time to put her plan into action.

XXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXX

Twitch woke to the heavenly scent of pancakes. He followed the wonderful aroma downstairs to the kitchen where he found Spike hard at work.

"Somepony gets up early."

Spike looked up from his cooking, "Yeah I usually get up early and make breakfast."

"Wow, no wonder the food looks so good. You've got some experience with this."

Spike chuckled a bit, "Yeah, I guess you could say I'm a pro."

Twitch laughed a bit as well, "I guess you could. You need any help?"

"Yeah could you grab me some milk from the fridge?"

"Sure thing."

Twitch opened the fridge and levitated the milk over to Spike.

"Thanks."

"No problem."

Once Spike had finally finished cooking he turned around to get a look at his new friend. He looked to be around Twilight's age and height. His light grey mane was shorter and had a ruffled look to it. His yellowish tan horn poked through his mane and stood out against the grey hair. His muscles were defined and shaped his tan, blonde coat. His light grey tail was longer and, unlike his mane, seemed kempt. His eyes were golden like honey and he was a blank flank. Spike was actually glad Twilight wasn't here. He might have had trouble keeping her away from him.

"Wow that's not what I thought… Just… Wow."

Twitch laughed, "Thanks; not what you were expecting was it?"

"Not even remotely. Why would you go around in a cloak if you look like that?"

"Well even if I look like this it still gets chilly at night. Cloaks are just the most practical piece of clothing for cold weather."

"And you're a blank flank."

"Yeah. I spend so much time going from town to town that I don't have time to try and find my own talent."

"Wouldn't your special talent be helping others?"

"Not necessarily, take Star for example. She travels around helping everypony and her special talent is being an incredibly fast flyer."

"Oh, I guess that makes sense. So do you have any plans for the day?"

"Besides eating breakfast nothing in particular."

"Do you think we could hang out after breakfast? I never really get to hang out with any stallions so-"

"Of course, it'd be my pleasure."

"Really?"

"Sure, why not. Now let's eat breakfast before it gets cold."

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Twilight rubbed her head, "Hello? Is anyone there?"

Laughter echoed through the cave Twilight had found herself in.

"Where am I?"

"The caves beneath Canterlot, once home to greedy unicorns who wanted to claim the gems that could be found inside. And now, your prison."

Twilight began shouting, "Help! Help!"

"It's no use. No one can hear you. And no one will ever think to look for you, either. Most ponies have forgotten that these caves even exist. Which is why they are the ideal place to keep the ones who try to interfere with my plans."

"Plans? What plans?"

"The plans I have for your brother, of course."

"Don't you dare do anything to my brother, you... you monster!"

Chrysalis let out another laugh before she teleported out, leaving Twilight to wallow in her own despair.

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"Wow that was good."

Spike laughed, "You should see what I came make when we have more food in the library."

"I can't even imagine…"

"So, what do you want to do?"

"Actually I was hoping you could show me things to do, I haven't even been here a day so I don't know the area."

"Well, we could stop by the Cake's shop, I know they may need some help…"

"Alright, lead the way."

Spike led Twitch to Sugarcube Corner. From outside the door they could hear the voices of Mr. and Mrs. Cake trying to get whoever was inside to calm down. They entered the shop and looked around. Mr. Cake was trying to get three fillies to stop jumping around while Mrs. Cake tried to finish their orders for the day.

"Ummm hey."

Mr. Cake looked over at Twitch, "Oh, hi there. What can I do for you?"

"Oh nothing really, just looking around seeing if anypony needs help."

"Well, do you think you could lend me a hand?"

"What can I help with?"

"Well with Rarity, Applejack, and Rainbow Dash gone Applebloom, Scootaloo, and Sweetie Bell needed somepony to watch after them. I volunteered, but they're turning out to be more work than I bargained for. Do you think you could take them off my hands for a bit so I can finish my orders?"

Twitch looked over at Spike, "Would you be ok if they tagged along?"

"They're about the only ponies my age I actually talk to so yeah, that's fine."

"Alright."

Twitch looked back up at Mr. Cake, "Sure, we can take them for a bit."

"Oh thank Celestia, go over to Mr…."

"Twitch."

"Go over to Mr. Twitch, he'll be watching you for a while."

The fillies bounced over to Twitch and began asking him a million questions.

"Why's your name Twitch?"

"Where do you live?"

"How come I haven't seen you before, are you new?"

"Are you a model?"

"Wait, you're a blank flank!"

The three fillies quickly ran behind him to confirm that he had no cutie mark. Twitch just rolled his eyes and walked out of the shop, Spike close behind him.

"So Spike, what can we do?"

"Well we could go to the lake."

"Sounds like fun. Lead the way."

Spike moved in front of Twitch and began leading the way to the lake. Twitch tried his best to ignore the fillies as the bounced around him asking him more pointless questions. He only stopped to answer when one of them jumped into his face.

"Do you want to be in the cutie mark crusaders?"

"The… The what?"

"Cutie mark crusaders! We work as a group to try and find out what our cutie mark is."

"I think I'll pass…"

"Pleeeease! We don't have any grown up members!"

"Look, I'll consider it."

"Okay, but if you want to join tell us!"

"Don't worry, I will."

After thirty minutes of walking they finally got to the lake. Spike and the three fillies wasted no time in jumping in. Twitch laid back on the grass besides the lake. He'd never liked water all that much, but something about relaxing by the water's edge had always appealed to him. Twitch decided to use this time to learn the names of the fillies.

"Hey you three, what are your names."

"I'm Scootaloo!"

"I'm Sweetie Bell!"

"I'm Applebloom!"

"Alright, go ahead and keep playing."

Twitch laid back on the grass again, satisfied that he had learned their names. Twitch was getting close to taking a nap when he heard a mare giggling not too far away. Twitch rolled on to his stomach and got up. He started making his way towards the two giggling mares. He approached them in a friendly manner.

"Hi, my name's Twitch. I'm new here, what are your names?"

The cyan/light blue mare responded first, "My name's Lotus."

The pink mare responded shortly after, "And my name's Aloe."

"What do you two do around here?"

Lotus responded, "We work at the spa."

"The spa huh. I may have to drop by there some time."

"You should, it's not often we get a stallion as good looking as you showing up in our town."

Twitch's face turned red and he nervously hoofed the dirt. Aloe and Lotus giggled and continued on their way.

"Make sure you drop by. We have some very special massages for stallions like you if you're interested."

"Twitch grinned, "Don't you worry, I'll definitely be stopping by at some point."

Lotus and Aloe giggled and continued on their way. Twitch trotted back over to the lake's edge and watched the fillies and Spike for a while. He laid back and closed his eyes, letting the warmth of the sun wash over him. He felt himself slowly drift off to sleep as the others continued playing in the lake.

**No clop, I know, a shocker :P ** **Don't worry, the clop will resume shortly.**


	6. Announcement

**This is just an announcement. I have finals for the next two weeks in school and am WAY too swamped with last minute studying to keep my A's. I won't be updating until it's winter break so i can write my story while I'm relaxed, that way it's better quality. I hereby declare this story to be on Hiatus!**

**Sorry for the inconvenience and thanks for all the reviews/support.**


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